Governance

The main legal provisions that guide the FSB governance are: Law No. 11,887 of 2008; Presidential Decrees No. 7,055 of 2009 and No. 7,113 of 2010; Resolutions of the Deliberative Council of the FSB (Conselho Deliberativo do FSB - CDFSB), specially its Internal Regulations approved by Resolution No. 1 of 2010; and the Investment Policy, approved by Resolution No. 11 of 2013.

Strategic decisions are taken by the CDFSB, established by Presidential Decree No. 7,113, of 2010. This Board is composed of: the Minister of Finance, who presides it; the Minister of the Planning, Budget and Management; and the Governor of the Central Bank of Brazil.

Resolution No. 11, of 2013, instituted two chambers in the FSB governance structure: the FSB Technical Advisory Chamber (Câmara Consultiva Técnica - CCT), in compliance with article 6 of Presidential Decree No. 7,113, of 2010; and the Investment Planning Chamber (Câmara de Planejamento de Investimentos - CPLIN), which aim to guide the decision making process regarding the powers described in article 2, II, of Presidential Decree No. 7,055, of 2009. In general, CCT's tasks are to assist, to discuss and to propose resolutions to the CDFSB, while CPLIN's task is to discuss the operational and tactical aspects related to the FSB Investment Policy implementation, as well as other CDFSB determinations.

The National Treasury is responsible for implementing the decisions and determinations issued by the CDFSB and for the FSB management. Pursuant to Presidential Decree No. 7,055 of 2009, the National Treasury's tasks are to operate, to perform acts that are related to FSB objectives, and to exercise the rights of the FSB assets and rights. Moreover, National Treasury plays the role of the CDFSB's Executive Secretariat and performs activities related to monitoring the management of the Fiscal Fund of Investment and Stabilization (Fundo Fiscal de Investimentos e Estabilização – FFIE).

Within the National Treasury, the activities regarding the tasks of the FSB management and CDFSB Executive Secretariat are under the responsibility of the Under Secretariat of Planning and Fiscal Statistics, implemented trough the Fundo Soberano do Brasil Department (Coordenação-Geral de Gestão do Fundo Soberano do Brasil – COFSB) under Presidential Decree No. 7,482, of 2011, and National Treasury's Internal Regulations.

Roles and Responsibilities CDFSB

The Presidential Decree No. 7113, of 2010, established the Deliberative Council of the FSB (CDFSB), with the following powers (article 3):

1. Regulating and ordering investments and withdrawals of the Sovereign Fund of Brazil; 2. Safeguarding the resources mentioned in Law No. 11,887, of 2008, seeking their investment risk and return adequacy; 3. Approving projects of national strategic interest, referred to in the Law No. 11,887, of 2008, article 1, meeting the best governance practices, subject to the item III of the article 3 regulation, from Law No. 11,887 of 2008; 4. Authorizing investment of resources in the objectives referred in Law No. 11,887 of 2008, article 2; 5. Setting the asset exposure limits by asset classes, operating agents, borrowers and maturities; 6. Approving return targets for each FSB asset class; 7. Elaborating the FSB annual budget, as provided in the regulation of article 3, item II of Law No. 11.887, of 2008; 8. Approving the hiring of operating agents, mentioned in Law No. 11,887, of 2008, article 6 paragraph 2; 9. Preparing technical report demonstrating the relevance of FSB's withdrawals , pursuant to Law No. 11,887, of 2008, article 5 paragraph 1; 10. Approving the Management Report and the Financial Statements of the FSB; 11. Approving, unanimously, the CDFSB Bylaws.

The CDFSB Resolution No. 11, of 2013, established the Technical Advisory Chamber (CCT) in accordance to Presidential Decree No. 7,113, of 2010, article 6, and the Investment Planning Chamber (CPLIN). The chambers have the following responsibilities:

CCT

"Article 1 The Technical Advisory Chamber (CCT) is established with the purpose of advise, discuss and propose CDFSB relevant resolutions, in accordance with the Presidential Decree 7,113, of 2010, article 6.

Paragraph 1 CCT will be composed of a National Treasury representative, from the Ministry of Finance, who will preside it, a Brazilian Central Bank representative and a Ministry of Planning, Budget and Management representative.

Paragraph 2 CCT's attributions are: I – Previously analyzing the Investment Policy proposal and its revisions, to be submitted by NATIONAL TREASURY to the CDFSB; II - Previously manifest about the investment proposals, which will be forwarded by National Treasury to the CDFSB; III - Following the Investment Policy implementation, considering the Authority Policy, defined by the CDFSB; IV - Monitoring overall risk exposure, the mitigation policies adequacy, as well as suggesting adjustments in the effective portfolios composition, if necessary; V - Previously express about the Management Report draft, to be submitted by National Treasury to the CDFSB; VI – Manifesting about the FSB proposal for next year's budget, sent by the National Treasury, as well as its revisions; VII – Manifesting about the technical report draft submitted by the National Treasury, which demonstrates the relevance of FSB resources withdrawals, in keeping with the current macroeconomic view, pursuant to Law No. 11.887, of 2008, article 5; and VIII - To pronounce itself previously on other decisions of the CDFSB.

Paragraph 3 It is National Treasury's responsibility, as the CDFSB Executive-Secretariat, to organize the CCT meeting's agenda, elaborate and file its minutes, and promote the material means to make it possible."

CPLIN

"Article 2 The Investment Planning Chamber (CPLIN) is established with the purpose to assist the CDFSB and the Minister of Finance in subjects related to the FSB operations, in accordance to the Presidential Decree 7,055, of 2009, article 2 item II.

Paragraph 1 CPLIN will be composed of the National Treasury's Under Secretary for Planning and Fiscal Statistics who will preside it, the Head, the Deputy Head and the managers of the Fundo Soberano do Brasil Department (Coordenação-Geral de Gestão do Fundo Soberano do Brasil – COFSB).

Paragraph 2 CPLIN's attributions are: I- Prepare and submit FSB's investment proposals to the CDFSB, previously examined by the CCT, subject to the guidelines and limits established by the CDFSB; II- Monitor the evolution of the country's economic cycle and assess the need to adjust the FSB investment strategy; III- Monitor the results of FSB investments, discussing and filing the main determinants of the observed performance, the predicted scenarios relative to real developments, as well as the returns changes and portfolio risks relative to the benchmark defined by the CDFSB; IV- Implement adjustments to the FSB investment proposals, following guidelines defined in the Authority Policy; V- Prepare and submit the draft of the FSB proposal for next year's budget, as well as its amendments; and, VI- Report to the CCT the performed transactions and other acts regarding the FSB management.

Article 3 The FSB Investment Policy is hereby approved, in the form of Annex I of this Resolution.

Article 4 The FSB Authority Policy is hereby approved, with three decision making levels to the FSB operations: I- Strategic: responsibility of the CDFSB, in order to approve the investments general guidelines, as well as other FSB strategic guidelines; II- Executive: responsibility of the CCT, which aims to ensure the alignment of the National Treasury implemented strategy to the CDFSB guidelines; and III- Operating: level assigned to the National Treasury, as the FSB manager, in order to implement the Investments Policy approved by the CDFSB, as well as their other determinations.

Sole Paragraph. The qualitative and quantitative aspects of the Jurisdiction Policy, to be assigned to each level, will be approved by the CDFSB."

National Treasury

Presidential Decree No. 7,055 of 2009 provides:

"Article 2 It is the Ministry of Finance's National Treasury Secretariat responsibility to: I- Perform operations and acts that are related to the FSB purposes and to exercise the inherent rights attached to FSB goods and integral rights, it may acquire and dispose FSB bonds, subject to legal and statuary provisions of the CDFSB determinations; and II- Assist the Minister of Finance and the CDFSB on matters related to the FSB operations, providing all information requested.

Sole Paragraph National Treasury Secretariat must always act in the exclusive benefit of the nation, employing the diligence requested by circumstances in defense of their rights, and performing the necessary acts to assure them, as well as managing judiciously the FSB resources.

…Article 7: The FSB financial statements will be released every six months and shall contain the following explanatory notes: I- Assets Market Value; II- Information on FSB expenses and administration fees and its average equity semester percentage; and III- Information on expenses relating to its operation.

Article 8: The National Treasury Secretariat will elaborate every six months the FSB management report, which should include at least: I- Description of operations performed in the semester, specifying their purposes, the amount of performed investments, revenues earned and the origin of resources, as well as the returns earned in the period; II- Investment guidelines approved by CDFSB; III- Information about: a) Economic scenario of the financial market that the FSB operations are concentrated, related to the ended semester, and b) Macroeconomic scenarios used for the following semester. IV- Profitability of the last four semesters, and V- The expenses debited to the FSB in each of the last two years, specifying amount and percentage compared to the average equity of each semester."